2020 Bylaws Changes Recommended by the Alumnae Association Board

The Board of Directors submits the following proposed changes to the membership for consideration in advance of the annual meeting in June. The changes to Article II changes the quorum required among the membership at meetings and clarifies all meeting types. The proposed Article IV changes revises the names of the Volunteer Experience and Clubs and Groups Committees and clarifies language between alumnae-nominated trustees and other trustees in terms of service. The proposed changes to Article VI clarify the names of the Volunteer Experience and Clubs and Groups Committees and establishes a new structure for the Communications Committee. The proposed changes to Article VII allows the opportunity for electronic voting. Proposed changes to Article XII clarifies these bylaws are incorporated into the bylaws of the Association’s affiliated entities. 


Article II

Membership

Section 3. Meetings of the Membership.  

CURRENT LANGUAGE:

3. Quorum
In Person Meeting. Six hundred (600) Voting Members in person shall constitute a quorum at a meeting of the Membership. No proxies shall be permitted. A majority of the quorum is sufficient to take action, except in those instances in which these Bylaws require otherwise. 

PROPOSED LANGUAGE:

3. Quorum
Meeting.
Four hundred (400) Voting Members present shall constitute a quorum at a meeting of the Membership. No proxies shall be permitted. Once a quorum is established, a majority of those present is sufficient to take action, except in those instances in which these Bylaws require otherwise. 

Article IV

BOARD OF DIRECTORS

CURRENT LANGUAGE:

Section 2. Membership.

1. Composition. The Board shall consist of:

a. Directors Elected by the Membership –Eleven (11) to thirteen (13) elected directors, including:
~ the officers of the Association;
~ the chairs of the Volunteer Stewardship, Classes and Reunion, Clubs, Communications, and Nominating Committees;
~ the alumnae trustee (during one year of her term as a trustee on the Board of Trustees of the College);
~ the newly elected alumnae trustee if requested by the Association president to serve during the period between the date of the alumnae trustee’s election by the Membership and the date when her service on the Board of Trustees commences; and
~ one (1) to two (2) young alumnae (within ten years of graduation).

If serving on the Board prior to the date when her service on the Board of Trustees commences, the newly elected alumnae trustee shall serve as a non-voting member of the Board.  As close as possible to one‑third (1/3) of the elected directors shall be elected each year at the Annual Meeting to serve for a term of three (3) years or until their successors are elected.  No director shall be eligible to serve more than three (3) consecutive years as an elected director in the same elected director position.

PROPOSED LANGUAGE:

Section 2. Membership.

1. Composition. The Board shall consist of:

a. Directors Elected by the Membership –Eleven (11) to thirteen (13) elected directors, including:
~ the officers of the Association;
~ the chairs of the Volunteer Experience, Classes and Reunion, Clubs and Groups, Communications, and Nominating Committees;
~ the alumnae trustee (during one year of her term as a trustee on the Board of Trustees of the College);
~ the newly elected alumnae-nominated trustee if requested by the Association president to serve during the period between the date of the alumnae-nominated trustee’s election by the Membership and the date when her service on the Board of Trustees commences; and
~ one (1) to two (2) recent alumnae who are ten years or fewer from graduation.
If serving on the Board prior to the date when her service on the Board of Trustees commences, the newly elected alumnae-nominated trustee shall serve as a non-voting member of the Board.  As close as possible to one‑third (1/3) of the elected directors shall be elected each year at the Annual Meeting to serve for a term of three (3) years or until their successors are elected.  No director shall be eligible to serve more than three (3) consecutive years as an elected director in the same elected director position.

 

Article VI

STANDING AND SPECIAL COMMITTEES

Section 1. Standing Committees. 

CURRENT LANGUAGE:

There shall be the following standing committees of the Board: Volunteer Stewardship Committee, External Achievement Awards Committee, Internal Achievement Awards Committee, Alumnae Trustee Nomination – Committee, Classes and Reunion Committee, Clubs Committee, Communications Committee, Alumnae Quarterly Committee, and Finance Committee. The Nominating Committee also shall be a standing committee of the Board, with responsibilities and composition and other provisions as stated in Article VII. The Board may establish such additional standing committees as the Board considers necessary or desirable, with such responsibilities and composition as is deemed appropriate, after consultation with the president.

PROPOSED LANGUAGE:

There shall be the following standing committees of the Board:  Volunteer Experience Committee, External Achievement Awards Committee, Internal Achievement Awards Committee, Alumnae Trustee Nomination Committee, Classes and Reunion Committee, Clubs and Groups Committee, Communications Committee,  and Finance Committee.  The Nominating Committee also shall be a standing committee of the Board, with responsibilities and composition and other provisions as stated in Article VII.  The Board may establish such additional standing committees as the Board considers necessary or desirable, with such responsibilities and composition as is deemed appropriate, after consultation with the president.

Section 6. Responsibilities and Composition of Standing Committees

CURRENT LANGUAGE:

1. Volunteer Stewardship Committee.

a. Responsibilities. The Volunteer Stewardship Committee shall develop and maintain an outstanding volunteer management system for the Association ensuring the highest quality volunteer experience for the volunteer. This includes developing the overall assessment of programs for recruitment of volunteers, training of volunteers, and recognition of volunteers across the breadth of the Association. The Volunteer Stewardship Committee shall also coordinate efforts with other committees. They shall assist other committees in developing effective calls for nominations. The Volunteer Stewardship Committee coordinates with the vice president to enhance alumnae engagement.

b. Composition. The Volunteer Stewardship Committee shall include the chair and not fewer than three (3) nor more than five (5) members elected by the Association Membership. The chair of the Volunteer Stewardship Committee shall serve on the Board and shall be the liaison between the Internal Achievement Awards Committee chair and the Board.

PROPOSED LANGUAGE:

1. Volunteer Experience Committee.

a. Responsibilities. The Volunteer Experience Committee shall develop and maintain an outstanding volunteer management system for the Association ensuring the highest quality volunteer experience for the volunteer. This includes developing the overall assessment of programs for recruitment of volunteers, training of volunteers, and recognition of volunteers across the breadth of the Association.  The Volunteer Experience Committee shall also coordinate efforts with other committees.  They shall assist other committees in developing effective calls for nominations.  The Volunteer Experience Committee coordinates with the vice president to enhance alumnae engagement.

b. Composition. The Volunteer Experience Committee shall include the chair and not fewer than three (3) nor more than five (5) members elected by the Association Membership. The chair of the Volunteer Experience Committee shall serve on the Board and shall be the liaison between the Internal Achievement Awards Committee chair and the Board.

CURRENT LANGUAGE:

6. Clubs Committee.

a. Responsibilities. The Clubs Committee shall be a resource for alumnae who have organized or who wish to organize into a club based upon their geographic location or shared interests and shall encourage, motivate, and coordinate with them.

b. Composition. The Clubs Committee shall include the chair and not fewer than four (4) nor more than eight (8) members elected by the Association Membership. The Clubs Committee shall maintain geographic diversity within its members. The chair of the Clubs Committee shall serve on the Board.

PROPOSED LANGUAGE:

6. Clubs and Groups Committee.

a. Responsibilities. The Clubs and Groups Committee shall be a resource for alumnae who have organized or who wish to organize into a club based upon their geographic location or an affinity group based upon their shared interests and shall encourage, motivate, and coordinate with them.

b. Composition. The Clubs and Groups Committee shall include the chair and not fewer than four (4) nor more than eight (8) members elected by the Association Membership. The Clubs and Groups Committee shall maintain geographic diversity within its members and shall include representatives from both traditional geographically-based clubs and shared interest affinity groups.  The chair of the Clubs and Groups Committee shall serve on the Board.

CURRENT LANGUAGE:

7. Communications Committee.

a. Responsibilities. The Communications Committee shall work with the Board and Association staff in developing, implementing, and updating the Association’s communications and technology platform, including marketing approaches and editorial policies for print and electronic media, in accordance with the purpose and goals of the Association.

b. Composition. The Communications Committee shall include the chair and not fewer than three (3) nor more than eight (8) members elected by the Association membership. The elected members of the Communications Committee shall include the chair of the Alumnae Quarterly Committee. The senior director of communications and marketing and the senior director of information and technology (or equivalent staff positions) shall be nonvoting ex officio members of the Communications Committee. The chair of the Communications Committee shall serve on the Board and shall be the liaison between the Alumnae Quarterly Committee chair and the Board.

8. Alumnae Quarterly Committee.

a. Responsibilities. The Alumnae Quarterly Committee shall work with the Association staff in planning the major content for each issue of the Quarterly, both print and electronic; implement the editorial policies as set by the Board in accordance with the purpose and goals of the Association; and contribute, as appropriate, to the Association’s strategic communications program.

b. Composition. The Alumnae Quarterly Committee shall include the chair; not fewer than three (3) nor more than five (5) members elected by the Association Membership; and a student representative and a faculty representative, both of whom shall be selected in accordance with procedures adopted by the Board, and who shall serve without vote. The editor of the Quarterly shall be a nonvoting ex officio member of the Alumnae Quarterly Committee. The chair of the Alumnae Quarterly Committee shall be a member of the Communications Committee. The chair of the Communications Committee shall be the liaison between the Alumnae Quarterly Committee chair and the Board. The Alumnae Quarterly Committee shall use an Editorial Review Board for final decisions about each issue.

PROPOSED LANGUAGE:

7. Communications Committee.

a. Responsibilities. In alignment with the strategic plans of the Association and the College, the Communications Committee shall contribute to the development of the strategic communications plan to advance the alumnae engagement initiatives of the Association, advise the Association staff in planning major content for each issue of the Alumnae Quarterly, and set the editorial guidelines for the Association.

b. Composition. The Communications Committee shall include the chair and not fewer than three (3) nor more than eight (8) members elected by the Association membership. The senior officer for communications and marketing at the College shall be a nonvoting ex officio member of the Communications Committee in order to facilitate coordination between the communications strategies of the Association and the College. The chair of the Communications Committee shall serve on the Board. 

Article VII

NOMINATIONS AND ELECTIONS

Section 5. Election

CURRENT LANGUAGE:

Election shall be by vote of the Membership at the Annual Meeting by such method as shall be determined by the Board. A plurality of the votes cast shall elect; in the event of a tie, decision shall be by lot.

PROPOSED LANGUAGE:

Election shall be by vote of the Membership during the Annual Meeting by such method as shall be determined by the Board, including by electronic or other means. A plurality of the votes cast shall elect; in the event of a tie, decision shall be by lot.

Article XII

MISCELLANEOUS ADMINISTRATIVE MATTERS

Section 2. Meetings

CURRENT LANGUAGE: 

Unless specified elsewhere in these Bylaws, meetings may be held in person, by telephonic conference, and/or by electronic or other means, including those not yet currently used at the time of writing this document, provided that all attendees shall have the opportunity to participate and shall be able to hear one another and to speak to one another at all times and that all votes, if taken, shall be taken by roll call for all attendees whenever there are any attendees who are not attending the meeting onsite.

PROPOSED LANGUAGE:

Unless specified elsewhere in these Bylaws, meetings may be held in person, by telephonic conference, and/or by electronic or other means, including those not yet currently used at the time of writing this document, provided that all attendees shall have the opportunity to participate and shall be able to hear one another and to speak to one another at all times and that all votes, if taken, shall be taken by roll call for all attendees whenever there are any attendees who are not attending the meeting onsite.  These Bylaws are incorporated by reference into the bylaws of the Association’s affiliated entities, including classes, clubs, and affinity groups.

See the 2020 Slate of Nominees for Alumnae Association Board and Committee Positions.

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